News & Analysis as of

Tender Offers Securities and Exchange Commission (SEC)

Winstead PC

SEC Charges Real Estate Fund Adviser with Misappropriating $35 Million and Later Manipulating the Market in a Fake Tender Offer to...

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Recently, the Securities and Exchange Commission brought fraud charges against Jonathan Larmore for allegedly looting $35 million from real estate funds he advised. Larmore is a real estate investor, an investment adviser,...more

Holland & Knight LLP

Addressing Underwater Stock Options

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Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more

Goodwin

Private Companies: Time to Consider Repricing Underwater Stock Options?

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​​​​​​​Given recent market trends, many private companies have  seen valuations decline significantly, resulting in an increasing  number of service providers holding “underwater” or “out of  the money” stock options. As a...more

Holland & Knight LLP

SEC Continues Use of Data Analytics to Aid Enforcement Investigations

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The U.S. Securities and Exchange Commission (SEC) charged nine individuals with insider trading in three separate actions on July 25, 2022, alleging the misconduct resulted in ill-gotten gains totaling more than $6.8 million....more

White & Case LLP

Repricing Underwater Options

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In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more

Mayer Brown Free Writings + Perspectives

New SEC CD&Is Impacting Mergers and Acquisitions

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more

Pillsbury Winthrop Shaw Pittman LLP

SPAC FAQs: SEC Staff Statement on Accounting Issues for SPAC Warrants

The recent statement by the Staff of the SEC (the Staff Statement) will likely impact almost every SPAC or post-de-SPAC entity with warrants in its structure. SPAC/post-de-SPAC entities should review warrant terms to...more

Dechert LLP

COVID-19 Coronavirus Business Impact: Repurchasing Equity and Debt: Potential Techniques and Pitfalls for BDCs and CEFs

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The uncertain economic environment surrounding the COVID-19 crisis has triggered a sharp decline in trading prices for the equity and debt securities of many business development companies (“BDCs”) and closed-end funds...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 5: Rule 105 of Regulation M and Tender Offer Rules

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Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more

Proskauer Rose LLP

Public Targets U.S. regulation of cross-border business combinations

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Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more

Perkins Coie

Ninth Circuit Establishes Negligence Standard for Section 14(e) Claims in Circuit-Splitting Decision

Perkins Coie on

Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more

Pillsbury Winthrop Shaw Pittman LLP

Ninth Circuit: Enough to Allege Negligence When Attacking Tender Offer Documents

Varjabedian ruling challenges long-standing precedent of scienter requirement. Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more

Dechert LLP

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

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Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Dechert LLP

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

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The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

Dorsey & Whitney LLP

Guidance Provided by SEC on Abbreviated Debt Tender Offers

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On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Sanctions in Takeover Situations: Navigating Regulatory Hurdles"

The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more

Dorsey & Whitney LLP

Tippee of Broker Resolves Insider Trading Charges with SEC

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The SEC filed its second action tied to illegal tipping by brokerage firm registered representative Kevin Dowd. The first was SEC v. Dowd, Civil Action No. 3:13-cv-00494 (D. N.J. ) filed in January 2013. The second is SEC v....more

Dorsey & Whitney LLP

Dress Barn Finance Department Yields Another SEC Insider Trading Action

Dorsey & Whitney LLP on

The SEC filed another insider trading action as an administrative proceeding – a continuing trend. This action may also represent another trend – it is the second which names as a Respondent a member of the finance department...more

King & Spalding

Post-Newman Reality: Investigations Involving Unwitting “Tips” to Close Friends and Relatives Will Continue

King & Spalding on

Earlier this week, the United States Supreme Court declined to hear the federal government’s appeal of the ruling by the Court of Appeals for the Second Circuit in U.S. v. Newman. This leaves intact the Second Circuit’s quid...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Dorsey & Whitney LLP

The Impact of Newman on SEC Enforcement: Part IV

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This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings -...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New Guidelines for Abbreviated Debt Tender Offers

On January 23, 2015, the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued revised guidance as to when a debt tender offer may be open for fewer than 20 business days....more

Dorsey & Whitney LLP

This Week In Securities Litigation

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The Commission resolved its actions against the PRC based affiliates of five major accounting firms for failure to produce audit work papers. The settlement contains a series of procedures designed to facilitate production in...more

Katten Muchin Rosenman LLP

SEC Issues New Debt Tender Offer Guidance

On January 23, the Securities and Exchange Commission’s Division of Corporate Finance issued a no-action letter (New Letter) that (1) substantially revises prior guidance relating to debt tender offers and (2) expands the...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 5

In this issue: - SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition - Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models - SEC Issues New...more

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